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Accor Interim / Quarterly Report 2015

Jul 30, 2015

1066_ir_2015-07-30_e27938cf-df15-48bc-8d74-41a52606186d.pdf

Interim / Quarterly Report

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2015 Interim Financial Report

J u l y 2 0 1 5

2015 Interim Financial Report

INTERIM MANAGEMENT REPORT 3
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AND NOTES 21
STATUTORY AUDITORS' REVIEW REPORT ON THE 2015 HALF-YEAR FINANCIAL INFORMATION 59

STATEMENT BY THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT .....................................61

Interim Management Report

1. 2015 INTERIM CONSOLIDATED RESULTS 5
1.1. CONSOLIDATED REVENUE 5
1.2 NET PROFIT, GROUP SHARE 6
1.3 FINANCIAL FLOWS 8
1.4 FINANCIAL RATIOS 8
1.5 GROUP DEVELOPMENT 9
2. CONSOLIDATED INCOME BY STRATEGIC BUSINESS 9
2.1 REVENUE 10
2.2 FIRST-HALF EBIT BY REGION AND BUSINESS 12
3. ANALYSIS OF RESULTS BY STRATEGIC BUSINESS 12
3.1 HOTELSERVICES 12
3.1.1. ANALYSIS OF HOTELSERVICES' RESULTS 12
3.1.2. HOTELSERVICES CASH-FLOW 13
3.1.3. HOTELSERVICES P&L PERFORMANCE IN FIRST-HALF 2015 13
3.2. HOTELINVEST 14
3.2.1. ANALYSIS OF HOTELINVEST'S RESULTS 14
3.2.2. HOTELINVEST CASH FLOW 15
3.2.3. HOTELINVEST P&L PERFORMANCE IN FIRST-HALF 2015 15
3.2.4. CHANGES IN HOTELINVEST'S ASSET PORTFOLIO 16
3.2.5. GROSS ASSET VALUE 16
4. OUTLOOK FOR THE SECOND HALF OF 2015 16
4.1. SUMMER SEASON BUSINESS TRENDS 16
4.2. FULL-YEAR 2015 EBIT TARGET 16
5. HOTEL PORTFOLIO AND PIPELINE AT JUNE 30, 2015 16
5.1. HOTEL PORTFOLIO BY SEGMENT AND OPERATING STRUCTURE 17
5.2. HOTEL PORTFOLIO BY REGION AND OPERATING STRUCTURE 17
5.3. HOTEL PORTFOLIO BY REGION AND SEGMENT 17
5.4. HOTEL PIPELINE 18
6. FIRST-HALF 2015 HIGHLIGHTS 18
7. MAIN RISKS AND UNCERTAINTIES19
8. MAIN RELATED-PARTY TRANSACTIONS 19
9. SUBSEQUENT EVENTS 19

1. 2015 interim consolidated results

In € million H1 2014
Restated(1)
H1 2015 Cha nge (a s
re porte d)( 1)
Cha nge
(LFL)
Revenue 2,593 2,726 5.1% 4.1%
EBITDAR(3) 800 837 4.5% 2.7%
EBITDAR margin 30.9% 30.7% -0.2 pt -0.4 pt
EBIT 212 263 23.8% 8.0%
Operating profit before tax and non-recurring items
and non-recurring items
185 239 - -
Net profit before profit/(loss) from discontinued
operations
56 91 - -
Profit/(loss) from discontinued operations (2) (1) - -
Net profit, Group share 54 91 - -

(1) Includes the retrospective impact of IFRIC 21.

(2) Like-for-like: at constant scope of consolidation and exchange rates.

(3) Earnings before interest, taxes, depreciation, amortization and rental expense.

1.1. Consolidated revenue

Consolidated first-half 2015 revenue amounted to €2,726 million, up 4.1% year-on-year at constant scope of consolidation and exchange rates (up 5.1% as reported) thanks to strong business in most of the Group's key markets: Mediterranean, Middle East, Africa (MMEA, +6.8%), Asia-Pacific (+6.3%) and Northern, Central and Eastern Europe (NCEE, +6.2%).

France reported a moderate increase of 1.9%, reflecting slower business in the Midscale segment in the second quarter. Business was contrasted in the greater Paris area. On the other hand, regional cities achieved dynamic growth.

The Americas reported a contraction in revenue (-2.1%) due to the challenging economic conditions prevailing in Brazil. The comparatives were also very demanding, given that the World Cup was held there in the summer of 2014.

First-half 2015 revenue

In € million H1 2 0 14 H1 2 0 15 Cha nge (a s
re porte d)
Cha nge
(LFL)
HotelServices 582 632 8.7% 6.4%
HotelInvest 2,286 2,373 3.8% 3.5%
Holding & Intercos (275) (279) (1.6%) (4.4%)
Tota l 2 ,5 9 3 2 ,7 2 6 5 .1% 4 .1%

At constant scope of consolidation and exchange rates (like-for-like), first-half 2015 revenue rose by 4.1%, thanks to stronger business in the majority of the Group's key markets.

Reported revenue for the period reflected the following factors:

  • Development, which added €24.4 million to revenue and 0.9% to growth, with the opening of 15,014 rooms (99 hotels), of which 95% under management and franchise agreements.
  • Disposals, which reduced revenue by €65.4 million and growth by 2.5%.
  • A positive currency effect of €68.9 million, which increased growth by 2.7%, resulting mainly from gains against the euro for the British pound (€31.0 million) and the US dollar (€10.2 million).
In € million Q2 20 14 Q2 20 15 Change (a s
reporte d)
Change
(LFL)
HotelServices 320 342 7.1% 5.4%
HotelInvest 1,294 1,318 1.8% 2.5%
Holding & Intercos (156) (158) (1.9%) (4.8%)
Total 1,45 8 1,50 2 3.0% 2.9 %

Second-quarter 2015 revenue

At constant scope of consolidation and exchange rates (like-for-like), second-quarter revenue rose by 2.9%.

Reported revenue for the period reflected the following factors:

  • Development, which added €11.7 million to revenue and 0.8% to growth, with the opening of 7,776 rooms (52 hotels).
  • Disposals, which reduced revenue by €42.9 million and growth by 2.9%;
  • A positive €33.1 million currency effect, which increased reported growth by 2.3%, resulting mainly from gains against the euro for the British pound (€18.2 million) and the US dollar (€5.5 million).

Second-quarter 2015 revenue amounted to €1,502 million, an increase of 3.0% as reported.

1.2 Net profit, Group share

Consolidated EBITDAR amounted to €837 million in first half of 2015, up 2.7% like-for-like on the yearearlier period and 4.5% as reported. Stable on a like-for-like basis, the EBITDAR margin was 30.7%.

First-half 2015 EBIT rose by 23,8% as reported, and by 8.0% like-for-like to €263 million, from €212 million in the first half of 2014.

Operating profit before tax and non-recurring items amounted to €239 million in the first half of 2015, versus €185 million in the year-earlier period. Net profit, Group share rose sharply to €91 million.

Rental expense amounted to €398 million versus €431 million in first-half 2014, due to the transformation of HotelInvest.

Depreciation, amortization and provision expense stood at €176 million for the period.

Net financial expense amounted to €32 million versus €30 million in first-half 2014. Benefiting from the successful issue of €750 million and CHF 150 million in bonds and the €402.3 million bond redemption in 2014, the cost of debt declined once again, from 3.11% at end-December 2014 to 2.95% at end-June 2015.

Restructuring costs for first-half 2015 totaled €5 million and mainly concerned various reorganization measures.

Gains and losses on the management of hotel properties represented a net loss of €12 million.

Asset impairment losses amounted to €35 million (of which €33 million concerned property, plant and equipment) compared with the first-half 2014 figure of €25 million.

Income tax expense amounted to €67 million, versus €50 million in first-half 2014. The Group's effective tax rate (tax expense at the standard rate as a proportion of operating profit before tax, share of profits and losses of associates and non-recurring items) was 31.5%.

After deducting minority interests in the amount of €11 million and the €1 million net loss from discontinued operations, net profit, Group share amounted to €91 million, compared with €54 million the prior-year period.

Net profit, Group share was therefore up by a significant €37 million, based on the weighted average number of shares outstanding during the period (233,450,409), earnings per share came to €0.23 in firsthalf 2015, versus €0.24 in the prior-year period.

1.3 Financial flows

In € milliion H1 2014
Restated(1)
H1 2015
Funds from operations 290 367
Renovation & maintenance capex (61) (64)
Recurring expansion capex (84) (88)
Recurring free cash-flow 145 215
Acquisitions (900) (29)
Proceeds from disposals 65 80
Dividends (134) (170)
Capital increase, net 32 50
Change in w orking capital (8) (44)
Hybrid financial instruments & interests(2) 887 (37)
Others (119) (24)
Cash-flow from discontinued operations (1) (0)
(Increase) / decrease in net debt (34) 41

(1) Includes the retrospective impact of IFRIC 21.

(2) Includes the hybrid financial instruments issue for €887million in 2014 and the coupon paid in 2015 for €37 million.

Funds from operations amounted to €367 million in the first half of 2015, versus €290 million in the yearearlier period.

Recurring development expenditure amounted to €88 million in the first half of 2015.

Renovation and maintenance expenditure amounted to €64 million, versus €61 million in the year-earlier period.

1.4 Financial ratios

In the six months to June 30, 2015, consolidated recurring cash flow was €215 million, driven chiefly by strong revenue and structurally lower investments in the first half than the second.

Net debt totaled €118 million as of June 30, 2015, a reduction of €41 million during the first half thanks to the €77 million increase in funds from operations excluding non-recurring transactions, as well as asset disposals in the amount of €80 million.

Following the various bond issues carried out in 2014, the Group had a historically low cost of debt of 2.95% as of June 30, 2015 versus 3.11% at end-December.

At June 30, 2015, AccorHotels had an unused €1.8 billion confirmed long-term line of credit.

There was a slight decrease in consolidated return on capital employed (ROCE), which stood at 14.2% in first-half 2015 compared with 14.4% in the year-earlier period.

1.5 Group development

The development plan is well underway, with 151,841 rooms in the pipeline at June 30, 2015, of which 90% under management and franchise contracts.

2. Consolidated income by strategic business

At June 30, 2015, hotel owner and investor HotelInvest had 1,336 owned and leased hotels, representing almost 185,000 rooms. Some 96% of these hotels are in the Economy and Midscale segments, and 77% are located in France and the Northern, Central and Eastern Europe (NCEE) region.

At June 30, 2015, hotel operator and brand franchiser HotelServices had 3,792 hotels and 495,072 rooms operated under franchise agreements and management contracts, as well as a development pipeline of close to 152,000 rooms. This business, which enjoys leadership positions in five continents, represents an annual business volume of €6.2 billion in first-half 2015.

All HotelInvest's hotels are operated by HotelServices under management contracts. In first-half 2015, these hotels generated 41.3% of the fees received by HotelServices.

In € million HotelServices HotelInvest Holding &
Intercos
AccorHotels
Revenue 632 2,373 (279) 2,726
EBITDAR 199 674 (37) 837
EBITDAR margin 31.5% 28.4% N/A 30.7%
EBITDA 186 287 (35) 439
EBITDA margin 29.4% 12.1% N/A 16.1%
EBIT 167 133 (37) 263
EBIT margin 26.3% 5.6% N/A 9.6%
H1 2014 EBIT restated(1) 172 77 (36) 212
H1 2014 EBIT margin restated (1) 29.6% 3.4% N/A 8.2%

(1) Includes the retrospective impact of IFRIC 21.

Group's EBIT margin improves strongly at 9.6%, up 1.4 point. The margin of HotelServices declines by 3.3 points, reflecting the ramp-up of the digital plan. Reversely, HotelInvest's EBIT margin improves by 2.2 points, notably as a result of the transformation of its asset portfolio.

2.1 Revenue

Revenue by business and region in H1 2015
-- -- ------------------------------------------- -- --
In € million HotelServices HotelInvest
Revenues (€m) Change Revenues (€m) Change
H1 2014 H1 2015 Comp. H1 2014 H1 2015 LFL
France 159 167 7.3% 786 770 1.0%
NCEE 140 158 8.8% 986 1,079 5.7%
MMEA 60 67 5,0% 195 206 7.4%
Asia-Pacific 147 175 8.5% 127 134 3.7%
Americas 52 52 (2.7%) 192 184 (1.7%)
Worldwide structures 24 14 (4.7%) 0 0 N/A
Total(1) 582 632 6.4% 2,286 2,373 3.5%

(1) Of which €280 million in intra-Group revenue

In first-half 2015, HotelServices and HotelInvest posted revenues up 6.4% and 3.5% respectively on a yearon-year basis at constant scope of consolidation and exchange rates. Both businesses made solid gains in NCEE (8.8% and 5.7%), MMEA (5.0% and 7.4%) and Asia Pacific (8.5% and 3.7%). In France, HotelServices' revenue grew by 7.3% whereas HotelInvest, weighed down by the slight 0.1% contraction in second-quarter 2015, only managed a 1.0% rise in revenue in the first six months of the year.

Both businesses recorded declines in the Americas (2.7% and 1.7%) due to the difficult economic situation in Brazil and high prior-year comparatives.

In € million HotelServices HotelInvest
Revenues (€m) Change Revenues (€m) Change
Q2 2014 Q2 2015 Comp. Q2 2014 Q2 2015 LFL
France 92 97 7.9% 457 435 (0.1%)
NCEE 80 90 8.9% 553 603 5.2%
MMEA 32 36 2.9% 114 120 7.4%
Asia-Pacific 73 88 10.1% 66 68 2.3%
Americas 29 27 (6.7%) 104 92 (6.1%)
Worldwide structures 14 5 N/A 0 0 N/A
Total(1) 320 342 5.4% 1,294 1,318 2.5%

Revenue by business and region in Q2 2015

(1) Of which €159 million in intra-Group revenue

In second-quarter 2015, HotelServices and HotelInvest posted revenues up 5.4% and 2.5% respectively on a year-on-year basis and at constant scope of consolidation and exchange rates. The second quarter was influenced by the same trends as the first quarter, except for the significant deterioration in the Americas region attributable to Brazil, where business levels will continue to decline in the second half. HotelServices enjoyed strong growth in France (+7.9%), while HotelInvest was slightly down by 0.1%.

HotelServices: second-quarter revenue up 5.4% like-for-like1 to €342 million

HotelServices reported business volume2 of €3.4 billion in the second quarter of 2015, an increase of 1.6% at constant exchange rates, driven by the combined impact of development and growth in RevPAR.

AccorHotels opened 52 hotels or 7,776 rooms during the second quarter, of which 96% under franchise agreements and management contracts. At end-June 2015, the HotelServices portfolio comprised 3,792 hotels and 495,072 rooms, of which 29% under franchise agreements and 71% under management contracts, including the HotelInvest portfolio.

On a like-for-like basis, revenue rose by 5.4% year-on-year, with strong gains in every geography except the Americas, down 6.7%. Elsewhere, HotelServices' revenue enjoyed strong growth in France (+7.9%), in the NCEE region (+8.9%), in the Asia-Pacific (+10.1%), and to a lesser extent in the MMEA region (+2.9% in Q2 after +7.5% in Q1), which was moderately impacted by slower business in Africa, Saudi Arabia and the Gulf countries during Ramadan.

Fees paid by HotelInvest to HotelServices amounted to €150 million in the second quarter, or 44% of HotelServices' revenue for the period.

HotelInvest: second-quarter revenue up 2.5% like-for-like to €1,318 million

At June 30, 2015, the HotelInvest portfolio comprised 1,336 hotels, of which 77% in Europe and 96% in the Economy and Midscale segments.

HotelInvest's performance in France was stable year-on-year in the second quarter of 2015 (-0.1% on a likefor-like basis), with a decline in business in the Midscale segment (-1.5% in Q2 versus +3.3% in Q1).

Operations in Northern, Central and Eastern Europe (NCEE), which account for 46% of HotelInvest's revenue, continued to gain ground (+5.2% like-for-like) thanks to sustained demand in Germany (+5.4%), the United Kingdom (+4.6%), Poland (+8.3%) and the Benelux countries (+4.6%).

The MMEA region (+7.4%) remained strong, thanks to the ongoing recovery in Southern European countries, especially Spain (+10.5%) and Italy (+8.0%).

HotelInvest's overall revenue in Asia Pacific rose by 2.3% at constant scope of consolidation and exchange rates, although the region continued to be penalized by China (-2.4% in Q2, after -5.2% in Q1).

Last, the Americas recorded a decline of 6.1% year-on-year due to demanding comparatives in Brazil (- 11.0%), linked to the football World Cup in 2014.

1 For HotelServices, like-for-like revenue includes development-related fees, at constant exchange rates.

2 Business volume corresponds to revenue from owned, leased and managed hotels and to room revenue from franchised hotels. Change is as reported, excluding the currency effect.

HotelServices HotelInvest AccorHotels
In € million H1 2014
restated(1)
H1 2015 H1 2014
restated(1)
H1 2015 H1 2014
restated(1)
H1 2015 Change
LFL
France 58 53 15 15 73 68 (7.5%)
NCEE 47 55 46 93 93 149 31.4%
MMEA 20 21 (8) 1 11 22 72.8%
Asia-Pacific 21 26 (2) (0) 19 26 27.9%
Americas 15 10 7 4 22 15 (48.5%)
Worldwide structures 11 1 19 20 (6) (15) NA
Total 172 167 77 133 212 263 8.0%

2.2 First-half EBIT by region and business

(1) Includes the retrospective impact of IFRIC 21.

AccorHotels recorded very satisfactory growth in a majority of markets, including double digit increases in the NCEE, MMEA and Asia Pacific regions.

The NCEE region delivered a stellar performance (+31.4% like-for-like), driven in particular by robust business in the United Kingdom, Germany, Poland and the Benelux countries. EBIT decreased in France (-7.5%) and in the Americas (-48.5%), in line with contrasted business levels.

3. Analysis of results by strategic business

3.1 HotelServices

3.1.1. Analysis of HotelServices' results

HotelServices' EBITDA edged down to €186 million (-0.6% like-for-like). EBITDA margin excluding the Sales & Marketing Fund and loyalty program reached 48.4% over the semester, vs. 47.1% in H1 204. At the same time, the division's results were impacted as expected by the implementation of the digital plan and the related operating expenses. Against this backdrop, HotelServices recorded EBIT of €167 million, a decline of 2.4% like-for-like. The EBIT margin narrowed accordingly to 26.3%, contracting by 3.3 points.

HotelServices detailed results – first-half 2015

In € million H1 2 0 14
Re sta te d ( 1)
H1 2 0 15
Business volume € 5.7 bn € 6.2 bn
Revenue 582 632
EBITDA 18 8 18 6
EBITDA margin 32.2% 29.4%
Margin excluding Sales & Marketing Fund and loyalty
program
47.1% 48.4%
EBIT 17 2 16 7
EBIT margin 29.6% 26.3%

(1) Includes the retrospective impact of IFRIC 21.

Against this backdrop, HotelServices recorded EBIT of €167 million, a decline of 2.4% like-for-like that caused the EBIT margin to contract by 3.3 points.

3.1.2. HotelServices cash-flow

H1 20 14
In € million
Restate d ( 1)
H1 20 15
EBITDA
18 8
18 6
Systems Capex
(13)
(15)
Development Capex
(15)
(17)
EBITDA - CAPEX
16 0
15 4
% EBITDA
85.1%
83.1%

(1) Includes the retrospective impact of IFRIC 21.

HotelServices' cash flow decreased by two points, weighed down by the initial digital investments made in the first half. These investments will increase in the second half of the year in line with the 2015 target.

3.1.3. HotelServices P&L performance in first-half 2015

Similarly, the Sales, Marketing & Digital Division's EBIT margin was impacted by the digital investments in the first half, narrowing by 9.8%. This trend is expected to continue as investments rise in the second half.

In € million M anaged &
F ranchised
Sales,
M arketing &
D igital
Other
activities
H o tel
Services
R evenue 331 213 88 632
EB IT D A R 181 (9) 27 199
EBITDAR margin 54.7% (4.4%) 30.9% 31.5%
EB IT D A 177 (14) 23 186
EBITDA margin 53.5% (6.7%) 26.2% 29.4%
EB IT 169 (21) 18 167
EBIT margin 51.1% (9.8%) 20.7% 26.3%
H1 2014 EBITDA margin restated (1) 53.4% 2.1% 14.7% 32.2%

(1) Includes the retrospective impact of IFRIC 21.

3.2. HotelInvest

3.2.1. Analysis of HotelInvest's results

HotelInvest's EBITDAR improved by 3.8% like-for-like to €674 million.

HotelInvest detailed results – first-half 2015

In € million H1 2 0 14
Re sta te d ( 1)
H1 2 015
Revenue 2,286 2,373
EBITDAR 6 36 6 7 4
EBITDAR margin 27.8% 28.4%
EBITDA 2 16 2 8 7
EBITDA margin 9.4% 12.1%
EBIT 77 13 3
EBIT margin 3.4% 5.6%

(1) Includes the retrospective impact of IFRIC 21.

HotelInvest's EBIT increased by 31.2% like-for-like to €133 million, putting the margin at 5.6%, an improvement of 2.2 points compared with the year-earlier period. The increase is attributable to sustained hotel business in the first half, notably in the United Kingdom and the Benelux countries, but also to the dynamic management of the Group's assets, virtuous in terms of revenue, earnings and value creation for the Group.

3.2.2. HotelInvest cash flow

In € million H1 2 0 14
Re sta te d ( 1)
H1 2 0 15
EBITDA 2 16 2 8 7
Renovation & maintenance Capex (46) (47)
NOI (EBITDA - ma inte na nc e Ca pe x) 17 0 2 4 0
% EBITDA 78.7% 83.7%
Development Capex (89) (72)
EBITDA - CAPEX 8 1 16 8
% EBITDA 37.5% 58.7%

(1) Includes the retrospective impact of IFRIC 21.

HotelInvest's EBITDA grew by €71 million, boosting EBITDA margin by 2.7 points. Net operating profit rose €70 million, lifting the EBITDA margin 5 points from 78.7% to 83.7%.

3.2.3. HotelInvest P&L performance in first-half 2015

In € million Owned F ixed
lease
Var. lease Others T o tal
N umber o f ho tels 367 322 647 1,336
R evenue 631 639 1,074 29 2,373
EB IT D A R 167 203 301 3 674
EBITDAR margin 26.5% 31.8% 28,0% 9.9% 28.4%
Rents (7) (159) (220) N/A (387)
Depreciations & Amort. (75) (28) (42) (9) (154)
EB IT 85 16 39 (7) 133
EBIT margin 13.5% 2.6% 3.6% (24.8%) 5.6%
H1 2014 EBIT margin (1) 8.3% 0.7% 3.9% 3.4%

(1) Includes the retrospective impact of IFRIC 21.

3.2.4. Changes in HotelInvest's asset portfolio

A total of 30 hotels were restructured in the first half of 2015, including 16 leased hotels and 14 owned properties. These transactions had the effect of reducing adjusted net debt by €96 million.

Moreover, the Group has secured the sale to Event Hotels of 29 additional hotels in Germany and the Netherlands. This transaction will be finalized during the third quarter of 2015.

3.2.5. Gross asset value

HotelInvest's gross asset value was €6.7 billion at the end of June 2015, vs. €6.3 billion at end December, 2014. The incremental €400 million are linked to activity (+€300 million) and exchange rates (+€100 million). Effects from disposals (-€100 million) were offset by expansion (+€100 million).

HotelInvest's rolling 12-month EBITDA was €644 million. In relation to gross asset value, this EBITDA resulted in a broadly stable return on investment (ROI) of 9.6% for the HotelInvest assets.

4. Outlook for the second half of 2015

4.1. Summer season business trends

Business volumes recorded during the first two weeks of July were in line with the trends observed by region since the beginning of the year.

4.2. Full-year 2015 EBIT target

During the coming six months, the Group expects a continuation of the trends observed during the first half, with sustained growth in most markets, a more mixed environment in France and a challenging situation in Brazil. The Group's performance will continue to be driven by the implementation of its strategy, including the benefits of the ongoing restructuring of the HotelInvest assets and the expenditure stemming from the digital plan. On the basis of these factors, the Group expects full-year 2015 EBIT to amount to between €650 million and €680 million.

5. Hotel portfolio and pipeline at June 30, 2015

The Group is pursuing its development plan in line with its strategy.

In first-half 2015, the Group added 99 hotels (15,014 rooms) to its portfolio through acquisitions and organic growth. In addition, 24 hotels (3,158 rooms) were closed during the period.

5.1. Hotel portfolio by segment and operating structure

June 30,2015 Managed Franchised HotelInvest
(owned & leased)
Total
Nb Hotels Nb Rooms Nb Hotels Nb Rooms Nb Hotels Nb Rooms Nb Hotels Nb Rooms
Luxury and Upscale Hotels 217 53 494 83 10 652 56 11 201 356 75 347
Midscale Hotels 367 67 085 458 47 577 405 67 134 1 230 181 796
Economy Hotels 276 44 714 1 027 83 358 872 105 769 2 175 233 841
No brand 26 3 502 2 108 3 478 31 4 088
Total 886 168 795 1 570 141 695 1 336 184 582 3 792 495 072
Total in % 23,4% 34,1% 41,4% 28,6% 35,2% 37,3% 100,0% 100,0%

5.2. Hotel portfolio by region and operating structure

June 30,2015 Managed Franchised HotelInvest
(owned & leased)
Total
Nb Hotels Nb Rooms Nb Hotels Nb Rooms Nb Hotels Nb Rooms Nb Hotels Nb Rooms
France 108 13 272 971 72 052 509 57 739 1 588 143 063
Europe (excluding France
et Méditerranean)
105 14 956 277 31 009 523 79 579 905 125 544
Méditerranean, Middle,
Africa
125 25 416 92 9 993 145 19 944 362 55 353
Asia Pacific 417 92 475 166 20 680 64 9 905 647 123 060
Americas 131 22 676 64 7 961 95 17 415 290 48 052
Total 886 168 795 1 570 141 695 1 336 184 582 3 792 495 072
Total in % 23,4% 34,1% 41,4% 28,6% 35,2% 37,3% 100,0% 100,0%

5.3. Hotel portfolio by region and segment

In number of hotels France Europe (excluding
France et
Méditerranean)
Méditerranean,
Middle, Africa
Asia Pacific Americas Total
Luxury and Upscale Hotels 44 40 60 184 28 356
Midscale Hotels 401 395 130 201 103 1 230
Economy Hotels 1 142 466 169 240 158 2 175
No brand 1 4 3 22 1 31
Total 1 588 905 362 647 290 3 792
Total in % 41,9% 23,9% 9,5% 17,1% 7,6% 100,0%
In number of rooms France Europe (excluding
France et
Méditerranean)
Méditerranean,
Middle, Africa
Asia Pacific Americas Total
Luxury and Upscale Hotels 6 387 9 023 13 154 40 165 6 618 75 347
Midscale Hotels 44 778 58 942 20 462 41 541 16 073 181 796
Economy Hotels 91 847 57 060 21 361 38 597 24 976 233 841
No brand 51 519 376 2 757 385 4 088
Total 143 063 125 544 55 353 123 060 48 052 495 072
Total in % 28,9% 25,4% 11,2% 24,9% 9,7% 100,0%

5.4. Hotel pipeline

The number of new rooms in the pipeline represented by ownership at June 30, 2015 and scheduled to be completed in the next four years is as follows:

In number of rooms Managed Franchised HotelInvest
(owned &
leased)
Total
Total 108 327 28 140 15 374 151 841

6. First-half 2015 highlights

Sale and management-back of the Zurich MGallery

On February 18, 2015, Accor announced the sale and management-back of the Zurich MGallery to a private investor, already an Accor franchisee, for a total of €55 million. This amount breaks down as a sale price of €32 million and a commitment from the buyer to carry out €23 million worth of renovations.

Establishment of a sponsored Level 1 American Depositary Receipt (ADR) program

Accor announced its decision to establish a sponsored Level 1 American Depositary Receipt (ADR) program to enable US investors to hold Accor shares indirectly and to trade them in the US over-the-counter (OTC) market.

Appointment of Arantxa Balson as Chief Human Resources Officer

On April 2, 2015, Accor announced the appointment of Arantxa Balson, who joined the Group on May 4, 2015, as Chief Human Resources Officer. Under her leadership, the Human Resources Department was recently renamed "Culture and Talents". She is a member of the Group's Executive Committee.

Acquisition of FastBooking

On April 17, 2015, Accor announced the takeover of FastBooking, a digital services provider for the hotel industry. FastBooking provides innovative solutions to increase the performance and visibility of 4,000 independent client hotels (website development, distribution channel management solutions, digital marketing campaign management, revenue management optimization tools and competitive intelligence). This expertise will enable AccorHotels to broaden the range of services it can offer its hotels.

Sale and franchise-back of 29 hotels in Germany and the Netherlands

On April 29, 2015, Accor announced the sale and franchise-back of 29 hotels (3,354 rooms) in Germany and the Netherlands for €234 million. The transaction will be finalized in the second half of 2015.

Sale and franchise-back of seven hotels in the United Kingdom and Ireland

On May 21, 2015, Accor announced the sale and franchise-back of 7 hotels (708 rooms) in the United Kingdom and Ireland for €38 million. Six of the 7 hotels were sold in June 2015. The Ibis Dublin will be sold in the second half of the year.

Accor becomes AccorHotels

On June 3, 2015, Accor became AccorHotels to more clearly identify itself as a hotel operator. The aim is to increase the clout and visibility of AccorHotels, which is both a corporate and commercial brand, by connecting it to its digital platform, AccorHotels.com. It also intends to place the brand at the center of its ecosystem of hotel brands. The Group has also asserted its unifying spirit with its new promise, "Feel Welcome," which encapsulates the generosity and very essence of hospitality.

... and asserts its unifying spirit with its AccorHotels.com marketplace

On June 3, 2015, AccorHotels announced its determination to accelerate its digital transformation by transforming its AccorHotels.com distribution platform into a marketplace open to a selection of independent hotels alongside the Group's portfolio of hotel brands, with a dedicated AccorHotels mobile application.

Appointment of Sophie Stabile as Chief Executive Officer, HotelServices France, and Jean-Jacques Morin as Chief Financial Officer

On June 15, 2015, AccorHotels announced the appointment of Sophie Stabile, member of the Group's Executive Committee, as Chief Executive Officer, HotelServices France. She succeeds Christophe Alaux, who has been appointed Chief Executive Officer, HotelServices North & Central America, and will be replaced by Jean-Jacques Morin, currently Chief Financial Officer (CFO) at Alstom, who will join the Group as CFO on October 1, 2015 and will be a member of the Group's Executive Committee.

7. Main risks and uncertainties

The main risks and uncertainties that may affect the Group in the last six months of the year are presented in the 2014 Registration Document under "Risk Factors".

8. Main related-party transactions

The main related-party transactions are presented in detail in Note 24 to the interim consolidated financial statements.

9. Subsequent events

Post-balance sheet events are presented in Note 25 to the interim consolidated financial statements.

2015 Interim Consolidated Financial Statements

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AND NOTES


Consolidated Income Statements
p. 22

Statement of profit or loss and other comprehensive income
p. 23

Statement of financial position
p. 24

Consolidated Cash Flow Statements
p. 26

Changes in Consolidated Shareholders' Equity
p. 27

Notes to the Consolidated Financial Statements
p. 29

Unless stated otherwise, the amounts presented are in millions of euros, rounded to the nearest million. Generally speaking, the amounts presented in the consolidated financial statements and the notes to the financial statements are rounded to the nearest unit. This may result in a non-material difference between the sum of the rounded amounts and the reported total. All ratios and variances are calculated using the underlying amounts rather than the rounded amounts.

Consolidated Income Statements

In millions of euros Notes June 2014 (*) June 2015
CONSOLIDATED REVENUE 4 2,593 2,726
Operating expense 5 (1,793) (1,890)
EBITDAR 4 800 837
Rental expense 6 (431) (398)
EBITDA 4 370 439
Depreciation, amortization and provision expense (157) (176)
EBIT 4 212 263
Net financial expense
Share of profit of associates after tax
7 (30)
3
(32)
8
OPERATING PROFIT BEFORE TAX AND NON RECURRING ITEMS 185 239
Restructuring costs
Impairment losses
Gains and losses on management of hotel properties
Gains and losses on management of other assets
9
8
10
10
(6)
(25)
12
(53)
(5)
(35)
(12)
(19)
OPERATING PROFIT BEFORE TAX 113 169
Income tax expense 11 (50) (67)
PROFIT FROM CONTINUING OPERATIONS 63 102
Net profit or Loss from discontinued operations (2) (1)
NET PROFIT OR LOSS 61 101
Net Profit, Group Share from continuing operations
Net Profit or Loss, Group Share from discontinued operations
Net Profit or Loss, Group Share
56
(2)
54
91
(1)
91
Net Profit, Minority interests from continuing operations 7 11
Net Profit or Loss, Minority interests from discontinued operations
Net Profit, Minority interests
-
7
-
11
Weighted average number of shares outstanding (in thousands) 16 228,952 233,450
EARNINGS PER SHARE (in €) 0.24 0.23
Diluted earnings per share (in €) 16 0.23 0.23
Earnings per share from continuing operations (in €) 0.24 0.23
Diluted earnings per share from continuing operations (in €) 0.24 0.23
Earnings per share from discontinued operations (in €)
Diluted earnings per share from discontinued operations (in €)
(0.01)
(0.01)
(0.00)
(0.00)
In millions of euros June 2014 (*) June 2015
NET PROFIT OR LOSS 61 101
Currency translation adjustment 58 84
Effective portion of gains and losses on hedging instruments in a cash flow hedge 0 0
Change in fair value resulting from "Available-for-sale financial assets" - 5
Other comprehensive income that will be reclassified subsequently to profit or loss 58 90
Actuarial gains and losses on defined benefit plans, net of deferred taxes (8) (6)
Other comprehensive income that will never be reclassified subsequently to profit or loss (8) (6)
Other comprehensive income, net of tax 50 84
TOTAL PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 111 185
Profit or loss and other comprehensive income, Group share 103 171
Profit or loss and other comprehensive income, Minority interests 8 14

Statement of profit or loss and other comprehensive income

Statements of financial position

Assets

Assets
In millions of euros
Notes Dec. 2014 (*) June 2015
GOODWILL 12 701 704
INTANGIBLE ASSETS 13 283 288
PROPERTY, PLANT AND EQUIPMENT 14 3,157 3,107
Long-term loans
Investments in associates
15 133
324
112
350
Other financial investments 129 160
TOTAL NON-CURRENT FINANCIAL ASSETS 586 624
Deferred tax assets 66 71
TOTAL NON-CURRENT ASSETS 4,794 4,793
Inventories 21 28 33
Trade receivables 21 417 483
Other receivables and accruals 21 461 451
Receivables on disposals of assets 17 14 12
Short-term loans 17 16 34
Cash and cash equivalents 17 2,677 2,807
TOTAL CURRENT ASSETS 3,614 3,820
Assets held for sale 18 347 315

Equity and Liabilities

EQUITY AND LIABILITIES
In millions of euros
Notes Dec. 2014 (*) June 2015
Share capital 696 706
Additional paid-in capital and reserves 1,852 2,038
Net profit or loss, Group share 223 91
Ordinary Shareholders' Equity, Group Share 2,770 2,834
Hybrid capital 887 850
SHAREHOLDERS' EQUITY, GROUP SHARE 3,657 3,684
Minority interests 213 217
TOTAL SHAREHOLDERS' EQUITY AND MINORITY INTERESTS 16 3,869 3,901
Other long-term financial debt 17 2,722 2,832
Long-term finance lease liabilities 17 62 55
Deferred tax liabilities 41 39
Non-current provisions 19 133 145
TOTAL NON-CURRENT LIABILITIES 2,957 3,071
Trade payables 21 690 666
Other payables and income tax payable 21 963 1,020
Current provisions 19 172 165
Short-term debt and finance lease liabilities 17 82 63
Bank overdrafts and liability derivatives 17 0 20
TOTAL CURRENT LIABILITIES 1,907 1,934
Liabilities associated with assets classified as held for sale 18 20 22
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 8,754 8,928

Consolidated Cash Flow Statement

In millions of euros Notes June 2014 (*) June 2015
+ EBITDA
+ Net financial expense
+ Income tax expense
- Non cash revenue and expense included in EBITDA
- Elimination of provision movements included in net financial expense and non-recurring taxes
+ Dividends received from associates
+ Impact of discontinued operations
4
7
370
(30)
(73)
5
12
6
(1)
439
(32)
(73)
6
18
9
(1)
= Funds from operations excluding non-recurring transactions 20 289 366
+ Decrease (increase) in operating working capital
+ Impact of discontinued operations
21
21
(8)
6
(44)
-
= Net cash from operating activities 286 322
+ Cash received (paid) on non-recurring transactions (included restructuring costs and non-recurring taxes)
+ Impact of discontinued operations
(133)
-
(38)
-
= Net cash from operating activities including non-recurring transactions (A) 153 285
- Renovation and maintenance expenditure
- Development expenditure
+ Proceeds from disposals of assets
+ Impact of discontinued operations
22
22
(61)
(984)
65
-
(64)
(118)
80
1
= Net cash used in investments / divestments (B) (981) (102)
+ Proceeds from issue of share capital
- Dividends paid
+ Issue of hybrid capital
- Hybrid capital dividend payment
32
(134)
887
-
50
(170)
-
(37)
- Repayment of long-term debt
- Payment of finance lease liabilities
+ New long term debt
= Increase (decrease) in long-term debt
(15)
-
880
865
(19)
(6)
131
106
+ Increase (decrease) in short-term debt (448) (35)
+ Impact of discontinued operations 1 -
= Net cash from financing activities (C) 1,203 (86)
+ Effect of changes in exchange rates (D) 19 12
= Net change in cash and cash equivalents (E) = (A) + (B) + (C) + (D) 394 109
- Cash and cash equivalents at beginning of period 1,896 2,677
- Effect of changes in fair value of cash and cash equivalents
- Net change in cash and cash equivalents for discontinued operations
+ Cash and cash equivalents at end of period
-
(5)
2,285
-
1
2,787
= Net change in cash and cash equivalents 394 109

Changes in Consolidated Shareholders' Equity

In millions of euros Number of
shares
outstanding
Share
capital
Additiona
l paid-in
capital
Currency
translation
reserve
Fair value
adjustments
on Financial
Instruments
reserve
Reserve for
actuarial
gains/losses
Reserve
related to
employee
benefits
Retained
earnings
and profit
for the
period
Shareholders'
Equity
Minority
interests
Consolidated
shareholders'
Equity
At January 1, 2014 228,053,102 684 1,129 (123) (4) (48) 162 737 2,538 214 2,752
Changes in accounting policies (*) - - - - - - - 3 3 - 3
At January 1, 2014 (*) 228,053,102 684 1,129 (123) (4) (48) 162 740 2,541 214 2,754
Issue of share capital
- Performance share grants
- On exercise of stock options
- Cancellation of treasury stock
203,015
1,208,855
-
1
4
-
-
29
0
-
-
-
-
-
-
-
-
-
-
-
-
(1)
-
-
-
33
0
-
(1)
-
-
32
0
Issue of hybrid capital
Hybrid capital dividend payment
-
-
-
-
-
-
-
-
-
-
-
-
-
-
887
-
887
-
-
-
887
-
Dividends paid in cash 1,895,293 6 54 - - - - (183) (123) (11)
-
(134)
-
Changes in reserve related to employee benefits
Effects of scope changes
Other Comprehensive Income
Net Profit or Loss
-
-
-
-
-
-
-
-
-
-
(76)
-
-
-
57
-
-
-
0
-
-
(0)
(8)
-
4
-
-
-
-
0
76
54
4
(0)
49
54
-
(1)
1
7
4
(1)
50
61
Total Profit or Loss and other comprehensive income - - (76) 57 0 (8) - 130 103 8 111
At June 30, 2014(*) 231,360,265 694 1,137 (66) (3) (56) 166 1,573 3,445 209 3,654
Issue of share capital
- Performance share grants
- On exercise of stock options
- Cancellation of treasury stock
Issue of hybrid capital
Hybrid capital dividend payment
-
476,134
-
-
-
-
1
-
-
-
-
12
0
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(0)
-
-
13
0
(0)
-
-
0
-
-
-
-
14
0
(0)
-
Dividends paid in cash - - - - - - - (0) (0) (2) (3)
Changes in reserve related to employee benefits
Effects of scope changes
Other Comprehensive Income
Net Profit or Loss
Total Profit or Loss and other comprehensive income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
29
-
29
-
-
(2)
-
(2)
-
1
(3)
-
(3)
6
-
-
-
-
-
0
(1)
169
168
6
1
23
169
192
-
1
(4)
10
5
6
2
19
178
198
December 31, 2014(*) 231,836,399 696 1,149 (37) (5) (59) 172 1,741 3,657 213 3,869
Issue of share capital
- Performance share grants
- On exercise of stock options
- Cancellation of treasury stock
Hybrid capital dividend payment
233,245
1,832,194
-
-
1
5
-
-
-
45
0
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1)
-
-
(37)
-
50
0
(37)
-
0
-
-
-
50
0
(37)
Dividends paid in cash 1,369,477 4 59 - - - - (222) (159) (11) (170)
Changes in reserve related to employee benefits
Effects of scope changes
Other Comprehensive Income
Net Profit or Loss
Total Profit or Loss and other comprehensive income
-
-
-
-
-
-
-
-
-
-
-
-
0
-
0
-
-
81
-
81
-
-
6
-
6
-
0
(6)
-
(6)
6
-
-
-
-
-
(4)
(0)
91
90
6
(4)
81
91
171
-
1
3
11
14
6
(3)
84
101
185
At June 30, 2015 235,271,315 706 1,254 44 0 (64) 177 1,567 3,684 217 3,901
NOTE 1. MANAGEMENT RATIOS 29
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 31
NOTE 3. SIGNIFICANT EVENTS AND CHANGES IN SCOPE OF CONSOLIDATION 32
NOTE 4. OPERATIONAL SEGMENTS 35
NOTE 5. OPERATING EXPENSE 41
NOTE 6. RENTAL EXPENSE 42
NOTE 7. NET FINANCIAL EXPENSE 43
NOTE 8. IMPAIRMENT LOSSES 43
NOTE 9. RESTRUCTURING COSTS 44
NOTE 10. GAINS AND LOSSES ON MANAGEMENT OF HOTEL PROPERTIES AND OTHER ASSETS 45
NOTE 11. INCOME TAX EXPENSE 45
NOTE 12. GOODWILL 46
NOTE 13. INTANGIBLE ASSETS 46
NOTE 14. PROPERTY, PLANT AND EQUIPMENT 47
NOTE 15. INVESTMENTS IN ASSOCIATES 47
NOTE 16. SHAREHOLDERS' EQUITY 48
NOTE 17. FINANCIAL DEBT AND INSTRUMENTS 50
NOTE 18. ASSETS AND LIABILITIES HELD FOR SALE 52
NOTE 19. PROVISIONS 53
NOTE 20. RECONCILIATION OF FUNDS FROM OPERATIONS 54
NOTE 21. CHANGE IN WORKING CAPITAL 54
NOTE 22. RENOVATION AND MAINTENANCE EXPENDITURE AND DEVELOPMENT EXPENDITURE 55
NOTE 23. CLAIMS, LITIGATION AND OFF-BALANCE SHEET COMMITMENTS 55
NOTE 24. RELATED PARTY TRANSACTIONS 56
NOTE 25. SUBSEQUENT EVENTS 57

Notes to the Consolidated Financial Statements

The condensed consolidated financial statements at June 30, 2015 have been prepared under the responsibility of AccorHotels' Chairman and Chief Executive Officer. They were approved by the Board of Directors of July 29, 2015. The Accor Group has changed its trade name to AccorHotels but its legal company name remains unchanged. Accor SA continues to be the parent company of the Group.

Note 1. Management Ratios

Note Dec. 2014 June 2015
(*) (*)
Gearing (a) 4.1% 3.0%
Adjusted Funds from Ordinary Activities / Adjusted Net Debt (b) 34.2% 35.3%
Return On Capital Employed (c) 14.6% 14.2%

(*) Based on continuing operations: i.e. excluding the Onboard Train Services business reclassified as a discontinued operation.

Note (a): Gearing corresponds to the ratio of net debt to equity (including minority interests)

Note (b): Adjusted Funds from Ordinary Activities / Adjusted Net Debt is calculated as follows, corresponding to the method used by the main rating agencies:

Note Dec. 2014 June 2015
(*) (*)
Net debt at end of the period 159 118
Restatement of perpetual subordinated notes (1) 443 443
Restatement of the debt of sold and acquired businesses prorated over the period (2) (160) (30)
Average net debt 442 531
Rental commitments discounted at 7% (3) 2,453 2,426
Total Adjusted net debt 2,895 2,957
Funds from Ordinary Activities (on 12 months) 769 847
Restatement of interests related to perpetual subordinated notes (1) - (19)
Rental amortization 221 217
Adjusted Funds from Ordinary Activities 990 1,045
Adjusted Funds from Ordinary Activities / Adjusted Net Debt 34.2% 35.3%

(*) Based on continuing operations : i.e. excluding the Onboard Train Services business reclassified as a discontinued operation.

  • (1) Due to the fact that the rating agencies treat 50% of subordinated perpetual securities as debt and 50% as equity, 50% of said securities and the related interest are restated as net debt and 50% as funds from operations excluding non-recurring transactions used to calculate the ratio.
  • (2) At June 30, 2015, including a € (93) million adjustment related to the acquisition of hotel portfolios from Tritax and Graff and the interest in Mama Shelter on 2nd semester 2014 and a €63 million adjustment for disposals.

(3) Rental commitments do not include any variable or contingent rentals. The 7% rate is the rate used by Standard & Poor's.

Note (c): Return on Capital Employed (ROCE) is a key management indicator used internally to measure the performance of the Group. ROCE corresponds to the ratio between adjusted EBITDA and average capital employed for the period (on 12 months). Adjusted EBITDA – which amounted to €1,041 million – includes EBITDA (€988 million) plus revenue from non-current financial assets (€13 million in dividends and financial income from non-Group companies and €40 million in share of profit of associates before tax). Average capital employed in the first half of 2015 amounted to €7,339 million.

Note 2. Summary of Significant Accounting Policies

A. Accounting principles

The Group's consolidated financial statements for the six months ended June 30, 2015 have been prepared in accordance with IAS 34, as adopted by the European Union. As provided for in IAS 34, these interim financial statements do not include all of the information required under IFRS for annual financial statements. They should therefore be read in conjunction with the consolidated financial statements for the year ended December 31, 2014. The business carried out by the Group during the six months ended June 30, 2015 is not materially seasonal.

The accounting principles applied for the preparation of these half-yearly consolidated financial statements are the same as those applied for the preparation of the consolidated financial statements for the year ended December 31, 2014 (see Note 2 in the notes to the consolidated financial statements for the year ended December 31, 2014), except for the standards, amendments and interpretations applicable for the first time on or after January 1, 2015. The accounting principles applied comply with the IFRS standards and interpretations as adopted by the European Union as of June 30, 2015.

B. IFRS basis

The new standards and interpretations whose application is mandatory for accounting periods beginning on or after January 1, 2015 have no material impact on Accor's consolidated financial statements. They mainly relate to:

• IFRIC 21 – Levies, which specifies the date on which a liability for a levy should be recognized. The interpretation is effective for annual periods beginning on or after January 1, 2015 and retrospectively applied for all prior periods presented. The changes made to previously published figures primarily relate to France and more specifically to the "contribution sociale de solidarité" tax and to property taxes.

The impact on opening equity at January 1, 2014 is a positive €3 million. The impact on the annual income statement is not material. Property taxes previously recognized on a straight-line basis over the year are now recognized on January 1, generating a negative impact of €6 million on the income statement at June 30, 2014.

  • Amendment to IAS 19 « Defined Benefit Plans : Employee Contributions »
  • Annual improvements to IFRS 2010-2012 and 2011-2013 cycles

The Group has not early adopted any standards, amendments or interpretations that were not mandatory as of January 1, 2015.

C. Consideration of estimates and assumptions

The preparation of consolidated financial statements implies the consideration by Group management of estimates and assumptions that can affect the carrying amount of certain assets and liabilities, income and expenses, and the information disclosed in the notes to the financial statements. Group management reviews these estimates and assumptions on a regular basis to ensure that they are appropriate based on past experience and the current economic situation. Items in future financial statements may differ from current estimates as a result of changes in these assumptions.

When a specific transaction is not covered by any standards or interpretations, management uses its judgement in developing and applying an accounting policy that results in the production of relevant and reliable information.

Specific methods are applied in the interim financial statements to calculate income taxes and employee benefits. These methods are described in the corresponding notes.

Note 3. Significant Events and Changes in Scope of Consolidation

On June 3, 2015, Accor announced that it was changing its name to AccorHotels. The idea is to enable the Group brand and the hotel brands to cement their reciprocal bonds while also linking the name to the Group's digital platform.

3.1. HotelServices

A. Digital Transformation and acquisition of Fastbooking

On October 30, 2014, AccorHotels announced a five-year, €225 million investment plan. The aim of this strategic plan is to rethink and incorporate digital technology throughout the customer journey, improve the services on offer for investor partners and consolidate the Group's distribution market share. The €225 million envelope earmarked for the 2014-2018 period will be allocated to capital expenditure for 55% and to operating expenditure for the remaining 45%. The plan is in the process of being implemented.

In line with its digital transformation objectives, in October 2014 AccorHotels also acquired French start-up Wipolo, which has developed a cutting-edge mobile travel app "Compagnon de voyage", for an acquisition price of €1.9 million. The provisional goodwill as of December 31, 2014, for an amount of €2.3 million, was fully allocated to licences and software.

On April 17, 2015, AccorHotels announced its acquisition of FastBooking, a company specialized in providing digital services to hotel operators, for €1.8 million. As the assets acquired had a negative value of €4.0 million, provisional goodwill of €5.8 million was recognized on the transaction.

On June 3, 2015, AccorHotels announced that it would be opening its AccorHotels.com distribution platform to independent hotels selected on the basis of certain hotel criteria, as well as on guest reviews. In time, the objective is to reach the number of 10,000 hotels offered on AccorHotels.com. Over the first two years of its roll-out, this initiative will represent an additional investment corresponding to around 10% of the cost of the Group's digital plan.

These two initiatives form part of the Group's move to create a new BtoB digital services division. AccorHotels now offers a wider range of digital and technical solutions to all its partners, as well as more support, guaranteeing them greater visibility as well as an increase in their indirect web booking volumes.

B. Strategic Alliance with Huazhu

On December 14, 2014, AccorHotels and Nasdaq-listed Huazhu Hotels Group (also known as China Lodging) announced the signature of a strategic alliance in China. As part of the arrangement, AccorHotels' Economy and Midscale hotels in China will be sold to Huazhu, which will hold an exclusive master franchise agreement for the ibis, ibis Styles, Mercure, Novotel and Grand Mercure brands. Huazhu will also become a minority shareholder in AccorHotels' Luxury and Upscale business in China, with a 10% stake. Twelve hotels will also be transferred to Huazhu and were reclassified as "Assets held for sale" at June 30, 2015.

In exchange, AccorHotels will receive around 10% interest in Huazhu and a seat on the company's Board of Directors. This major alliance will enable the two groups to accelerate their development, with a medium-term objective of 350 to 400 new hotels under AccorHotels brands. The agreement will also give the members of both partners' loyalty programs access to a combined network of around 6,000 hotels worldwide.

The transaction is scheduled for completion in the second half of 2015.

3.2. HotelInvest

As part of its strategy, the HotelInvest division is aiming to streamline its hotel portfolio.

A. Transfer to Orbis of the Management of AccorHotels' Central European operations

Under the terms of the agreement signed on January 7, 2015, Orbis takes over all of AccorHotels' operations in the region, including in Poland, Hungary, the Czech Republic, Slovakia, Romania, Bulgaria and Macedonia. Its task is to develop all of AccorHotels' hotel banners in the region through a master franchise agreement for all of the Group's brands. Orbis acquired AccorHotels' operating subsidiaries in the abovementioned countries for a total of €142 million, thereby taking control of a network of 38 existing hotels and 8 hotels in the pipeline as of January 7, 2015. Orbis is 52.7%-owned by AccorHotels and is fully consolidated. These transactions have been treated as equity transactions in accordance with IFRS 10 and therefore have no impact on the "Net Profit or Loss". They resulted in the transfer of €4 million between "Shareholders' equity, Group share" and "Minority interests".

B. Sale and Management-Back of the Zurich MGallery

On February 18, 2015, AccorHotels announced the signature of an agreement relating to the sale and management-back of the Zurich MGallery to a private investor, already an AccorHotels franchisee, for a total of €55 million. This amount includes the sale price of €32 million and a commitment from the buyer to carry out €23 million worth of renovations.

The hotel will continue to be operated by AccorHotels under a long-term management contract. The hotel property was bought back by AccorHotels as part of a portfolio of properties previously owned by Axa Real Estate.

C. Sale & Franchise Back of 29 hotels in Germany and the Netherlands

On April 29, 2015, AccorHotels announced the sale and franchise-back of 29 hotels (3,354 rooms) in Germany and the Netherlands for a total value of €234 million. This amount includes the sale price of €209 million and a commitment from the buyer to carry out €25 million worth of renovations. The transaction will take place before the end of the year 2015, with Germany company Event Hotels. The hotels concerned were reclassified as assets held for sale at June 30, 2015. On 29 hotels, 27 hotels were bought back by AccorHotels as part of a portfolio of properties previously owned by Moor Park in 2014.

D. Sale & Franchise-Back of seven hotels in the United Kingdom and Ireland

On May 21, 2015, AccorHotels announced the sale and franchise-back of seven hotels (708 rooms) for €32.6 million, together with a commitment from the buyers to carry out €5.2 million worth of renovations. Six of the seven hotels were bought back by AccorHotels as part of a portfolio of properties previously owned by Tritax in 2014. Two buyers were involved in these transactions: Starboard Hotels Ltd and Hetherley Capital Partners. Six of the seven hotels were sold in June 2015. The remaining hotel will be sold before the end of the year and was therefore reclassified as held for sale at June 30, 2015.

E. Summary of real estate transactions

The main real estate transactions carried out by the Group at June 30, 2015 are as follows:

June 2015 Number of
transactions
Sale price Net Debt
impact
Adjusted
net debt
impact
"Sale & Variable Lease-Back" transactions 5 - - 1
"Sale & Management-Back" transactions (a) 3 46 52 52
"Sale & Franchise-Back" transactions and outright sales (b) 22 48 28 43
TOTAL 30 94 80 96
  • (a) At the end of June 2015, the main transactions related to the sale of Zürich Continental MGallery in Switzerland (net debt impact including fees: €30 million) and the sale of the Bogota ibis and Medellin ibis (net debt impact: €15 million).
  • (b) At the end of June 2015, the main operations concerned :
  • Sale of six ibis hotels in the United Kingdom and Ireland (profit impact: €(2) million ; net debt impact: €27 million) ;

  • Individual sale of Roma Fiera ibis in Italy (net debt impact and profit impact: €(3) million);

  • Individual sale of the Caen Côte de Nacre Novotel in France (profit impact: €2 million ; net debt impact: €3 million) ;

3.3. Colony Capital / Eurazeo

In March 2015, the members of the shareholders' pact sold half of their AccorHotels shares. At June 30, 2015, these shareholders held a total of 27,835,282 shares, representing 11.8% of the Company's share capital and 19.9% of its voting rights, and still had 4 seats on the Board of Directors.

3.4. Bond issues

Orbis, which is 52.7% owned by the AccorHotels Group, successfully issued on June 26, 2015 floating-rate bonds (6-month WIBOR +0.97% margin) in the amount of 300 million zloty (€72 million) maturing in 5 years (maturity June 26, 2020), with a first coupon of 2.76%.

Note 4. Operational Segments

In accordance with IFRS 8, the breakdown used by AccorHotels corresponds to the operating segments regularly reviewed by the Executive Committee, which is the chief operating decision-maker of the Group's management.

The segments defined by the Group are unchanged from those described in Note 39 to the consolidated financial statements for the year ended December 31, 2014.

4.1. Information by business activity

At June 30, 2015
In millions of euros
HotelServices HotelInvest Corporate &
Intercos
Total
Revenue 632 2,373 (279) 2,726
EBITDAR 199 674 (37) 837
EBITDAR Margin 31.5% 28.4% N/A 30.7%
EBITDA 186 287 (35) 439
EBITDA Margin 29.4% 12.1% N/A 16.1%
EBIT 167 133 (37) 263
EBIT Margin 26.3% 5.6% N/A 9.6%
At June 30, 2014
In millions of euros
HotelServices HotelInvest Corporate &
Intercos
Total
Revenue 582 2,286 (275) 2,593
EBITDAR 199 636 (36) 800
EBITDAR Margin 34.3% 27.8% N/A 30.9%
EBITDA 188 216 (34) 370
EBITDA Margin 32.2% 9.4% N/A 14.3%
EBIT 172 77 (36) 212
EBIT Margin 29.6% 3.4% N/A 8.2%
At June 30, 2015
In millions of euros
HotelServices HotelInvest Corporate & Intercos Total
Goodwill 444 260 - 704
Intangible Assets 156 120 12 288
Property, plant and equipment 78 3,013 16 3,107
Non-current financial assets 93 534 (3) 624
Total non-current assets excl. deferred tax assets 771 3,927 25 4,722
Deferred tax assets 7 33 30 71
Total non-current assets 778 3,960 55 4,793
Cash, short-term debt and receivables on disposals of assets 2,853
Other current assets 1,292 1,236 (1,561) 967
Assets held for sale - 315 0 315
Total assets 8,928
Shareholders' Equity & Minority Interests 3,901
Long-term debt 2,888
Deferred tax liabilities 3 33 2 39
Other non-current liabilities 26 75 44 145
Short-term debt 83
Other current liabilities 1,349 1,748 (1,246) 1,851
Liabilities associated to assets classified as held for sale - 19 3 22
Total liabilities & shareholders' Equity 8,928
At December 31, 2014
In millions of euros
HotelServices HotelInvest Corporate & Intercos Total
Goodwill 435 266 - 701
Intangible Assets 150 121 12 283
Property, plant & equipment 78 3,062 17 3,157
Non-current financial assets 95 553 (62) 586
Total non-current assets excl. deferred tax assets 758 4,002 (33) 4,727
Deferred tax assets 17 26 23 66
Total non-current assets 775 4,028 (9) 4,794
Cash, short-term debt and receivables on disposals of assets 2,707
Other current assets 1,191 1,050 (1,335) 906
Assets held for sale 347
Total assets 8,754
Shareholders' Equity & Minority Interests 3,869
Long-term debt 2,784
Deferred tax liabilities 5 33 3 41
Other non-current liabilities 25 73 35 133
Short-term debt 82
Other current liabilities 1,184 1,833 (1,192) 1,825
Liabilities associated to assets classified as held for sale - 17 3 20
Total liabilities & shareholders' Equity 8,754

4.2. Information by region

Revenue and earnings indicators by region break down as follows:

At June 30, 2015
In millions of euros
France Europe
(excl. France /
Mediterranean)
Mediterranean,
Middle East and
Africa
Asia Pacific Americas Worldwide
Structures
Total
Revenue 838 1,114 250 297 217 9 2,726
EBITDAR 230 411 72 71 53 (1) 837
EBITDAR Margin 27.5% 36.9% 29.0% 23.9% 24.3% N/A 30.7%
EBITDA 108 232 36 40 25 (2) 439
EBITDA Margin 12.9% 20.8% 14.3% 13.4% 11.3% N/A 16.1%
EBIT 68 149 22 26 15 (15) 263
EBIT Margin 8.1% 13.3% 8.6% 8.7% 6.7% N/A 9.6%
At June 30, 2014
In millions of euros
France Europe
(excl. France /
Mediterranean)
Mediterranean,
Middle East and
Africa
Asia Pacific Americas Worldwide
Structures
Total
Revenue 846 1,015 233 264 224 11 2,593
EBITDAR 239 361 64 63 68 6 800
EBITDAR Margin 28.2% 35.6% 27.4% 23.8% 30.3% N/A 30.9%
EBITDA 114 161 25 33 31 6 370
EBITDA Margin 13.4% 15.8% 10.8% 12.5% 14.0% N/A 14.3%
EBIT 73 93 11 19 22 (6) 212
EBIT Margin 8.6% 9.2% 4.8% 7.2% 9.8% N/A 8.2%
At June 30, 2015
In millions of euros
France Europe
(excl. France /
Mediterranean)
Mediterranean,
Middle East and
Africa
Asia Pacific Americas Worldwide
Structures
Total
Goodwill 179 195 27 205 98 - 704
Intangible assets 9 120 14 51 27 67 288
Property, plant and equipment 574 1,806 295 136 250 45 3,107
Non-current financial assets 130 50 616 291 48 (512) 624
Total non-currend assets excl. deferred tax
assets
893 2,172 952 683 423 (400) 4,722
Deferred tax assets (23) 27 3 11 14 39 71
Total non-current assets 870 2,199 955 694 437 (361) 4,793
Total current assets 1,387 981 212 486 163 591 3,820
Assets held for sale 15 222 12 56 10 0 315
Other assets 1,402 1,203 224 543 173 591 4,135
Total Assets 2,271 3,402 1,179 1,237 609 230 8,928

Condensed consolidated interim financial statements and notes June 30, 2015

At December 31, 2014
In millions of euros
France Europe
(excl. France /
Mediterranean)
Mediterranean,
Middle East and
Africa
Asia Pacific Americas Worldwide
Structures
Total
Goodwill 175 199 28 199 100 - 701
Intangible assets 13 113 12 51 29 65 283
Property, plant and equipment 621 1,764 299 142 285 46 3,157
Non-current financial assets 100 52 619 241 98 (524) 586
Total non-current assets excl. deferred tax
assets
909 2,128 958 633 512 (413) 4,727
Deferred tax assets (21) 29 4 10 14 30 66
Total non-current assets excl. deferred tax
assets
888 2,157 962 643 526 (383) 4,794
Total current assets 1,600 787 196 452 165 414 3,614
Assets held for sale 1 266 13 57 10 - 347
Other assets 1,601 1,053 209 509 175 414 3,961
Total Assets 2,489 3,210 1,171 1,152 701 31 8,754

4.3. Consolidated Revenue by Strategic Business and by Region

In millions of euros France Europe
(excl.
France /
Mediterra
nean)
Mediterranean
, Middle East
and Africa
Asia Pacific Americas Worldwide
Structures
(1)
June 2015 June 2014 Like-for-like
change (%)
HOTELSERVICES 167 158 67 175 52 14 632 582 6.4%
HOTELINVEST 770 1,079 206 134 184 - 2,373 2,286 3.5%
CORPORATE & INTERCOS (99) (122) (23) (12) (19) (5) (279) (275) (4.4)%
Total June 2015 838 1,114 250 297 217 9 2,726
Total June 2014 846 1,015 233 264 224 11 2,593
Like-for-like change (%) 1.9% 6.2% 6.8% 6.3% (2.1)% (9.5)% 4.1%

(1) « Worldwide Structures » corresponds to revenue (royalties) that is not specific to a single geographic region.

The period-on-period variation breaks down as follows:

Variation in first-half 2015 Consolidated Revenue +133 m€ +5.1%
Disposals (65) m€ (2.5)%
Currency effects +69 m€ +2.7%
Business expansion (owned and leased hotels only) +24 m€ +0.9%
Like-for-like growth +105 m€ +4.1%

At June 30, 2015, HotelServices revenue breaks down as follows:

In millions of euros Management
fees
Franchise fees HotelInvest fees Other Revenues Total
June 2015 200 95 261 76 632
June 2014 169 75 257 81 582

Total fees for Managed and franchised hotels only, excluding currency and acquisitions, increased by 12.6%.

4.4. EBITDAR by Strategic Business and Region

In millions of euros France Europe
(excl.
France /
Mediterra
nean)
Mediterranean
, Middle East
and Africa
Asia Pacific Americas Worldwide
Structures
(1)
June 2015 June 2014 Like-for-like
change (%)
HOTELSERVICES 55 59 22 36 12 16 199 199 (0.1)%
HOTELINVEST 175 353 50 35 41 20 674 636 3.8%
CORPORATE & INTERCOS - - - - - (37) (37) (36)
-
(8.2)%
Total June 2015 230 411 72 71 53 (1) 837
Total June 2014 239 361 64 63 68 6 800
Like-for-like change (%) (3.2)% 10.2% 11.8% 7.9% (20.3)% N/A 2.7%

(1) « Worldwide Structures » corresponds to revenue (royalties) and costs that are not specific to a single geographic region.

The period-on-period EBITDAR variation breaks down as follows:

Like-for-like growth +21 m€ +2.7%
Business expansion (owned and leased hotels only) +3 m€ +0.4%
Currency effects +23 m€ +2.9%
Disposals (12) m€ (1.5)%
Variation in first-half 2015 EBITDAR +36 m€ +4.5%
In millions of euros France Europe
(excl.
France /
Mediterra
nean)
Mediterranean
, Middle East
and Africa
Asia Pacific Americas Worldwide
Structures
(1)
June 2015 June 2014 Like-for-like
change (%)
HOTELSERVICES 53 56 21 32 11 12 186 188 (0.6)%
HOTELINVEST 55 175 14 8 14 21 287 216 10.8%
CORPORATE & INTERCOS - - - - - (35) (35) (34)
-
(8.0)%
Total June 2015 108 232 36 40 25 (2) 439
Total June 2014 114 161 25 33 31 6 370
Like-for-like change (%) (5.8)% 19.2% 33.0% 14.4% (34.2)% N/A 5.2%

4.5. EBITDA by Strategic Business and Region

(1) « Worldwide Structures » corresponds to revenue (royalties) and costs that are not specific to a single geographic region.

The period-on-period EBITDA variation breaks down as follows:

Variation in first-half 2015 EBITDA +69 m€ +18.6%
Disposals (0) m€ (0.1)%
Currency effects +15 m€ +4.0%
Business expansion (owned and leased hotels only) +35 m€ +9.2%
Like-for-like growth +19 m€ +5.2%
In millions of euros France Europe
(excl.
France /
Mediterra
nean)
Mediterranean
, Middle East
and Africa
Asia Pacific Americas Worldwide
Structures
(1)
June 2015 June 2014 Like-for-like
change (%)
HOTELSERVICES 53 55 21 26 10 1 167 172 (2.4)%
HOTELINVEST 15 93 1 (0) 4 20 133 77 31.2%
CORPORATE & INTERCOS - - - - - (37) (37) (36)
-
(7.7)%
Total June 2015 68 149 22 26 15 (15) 263
Total June 2014 73 93 11 19 22 (6) 212
Like-for-like change (%) (7.5)% 31.4% 72.8% 27.9% (48.5)% N/A 8.0%

4.6. EBIT by Strategic Business and Region

(1) « Worldwide Structures » corresponds to revenue (royalties) and costs that are not specific to a single geographic region.

The period-on-period EBIT variation breaks down as follows:

Variation in first-half 2015 EBIT +50 m€ +23.8%
Disposals +4 m€ +1.9%
Currency effects +11 m€ +5.2%
Business expansion (owned and leased hotels only) +18 m€ +8.2%
Like-for-like growth +17 m€ +8.0%

Note 5. Operating Expense

In millions of euros June 2014 June 2015
Cost of goods sold (173) (159)
Employee benefits expense (947) (991)
Energy, maintenance and repairs (137) (142)
Taxes, insurance and service charges (co-owned properties) (104) (116)
Other operating expense (431) (481)
Operating Expense (1,793) (1,890)

Note 6. Rental Expense

Rental expense breaks down as follows by type of contract:

In millions of euros Number of hotels
June 2015
Rental Expense
June 2015
Rental expense
June 2014
Hotel fixed rental expense 310 (183) (179)
Hotel variable rental expense 642 (217) (254)
Total hotel rental expense 952 (400) (433)
Others - 2 2
Rental expense 952 (398) (431)

Minimal rental commitments (cash basis)

Minimum future rentals in the following tables only correspond to long-term commitments in the Hotels Division for the hotels opened or closed for repairs. Undiscounted minimum lease payments in foreign currencies converted at the average exchange rate based on latest known rates, are as follows:

Years In millions of euros Years In millions of euros
2015 (6 months) (196) 2024 (192)
2016 (387) 2025 (168)
2017 (360) 2026 (151)
2018 (343) 2027 (105)
2019 (332) 2028 (85)
2020 (296) 2029 (68)
2021 (247) 2030 (48)
2022 (228) > 2030 (352)
2023 (208) Total (3,766)
Years In millions of euros
2024 (192)
2025 (168)
2026 (151)
2027 (105)
2028 (85)
2029 (68)
2030 (48)
> 2030 (352)
Total (3,766)

At June 30, 2015, the present value of future minimum lease payments, considered as representing 7% of the minimum lease payments used to calculate the "Adjusted funds from ordinary activities/adjusted net debt" ratio, amounted to €(2,426) million. Interest expense on adjusted net debt, estimated at 7%, amounted to €170 million.

Note 7. Net Financial Expense

In millions of euros June 2014 June 2015
Finance costs
Other financial income and expenses
(31)
1
(33)
2
Net financial expense (30) (32)

Finance costs net include interest received or paid loans, receivables and debts measured and amortized cost.

The other financial income and expenses include mainly dividend income from non-consolidated companies, exchange gains and losses and movements in provisions.

Note 8. Impairment Losses

Impairment losses recognised in the first half 2014 and 2015 can be analysed as follows:

In millions of euros June 2014 June 2015
Goodwill (2) (2)
Intangible assets (1) (0)
Property, Plant and Equipment (22) (33)
Financial assets - -
Impairment Losses (25) (35)

A. HotelInvest

For the HotelInvest business, impairment tests are primarily carried out during the first half of the year.

The definition of cash-generating unit and the methods used to determine recoverable value are presented in the summary of significant accounting policies in the notes to the consolidated financial statements for the year ended December 31, 2014.

HotelInvest recoverable amounts are first estimated using fair values calculated based on a standard EBITDA multiple, which represents the core operational assumption used for the valuation.

Goodwill:

At June 30, 2015, impairment losses were recognized following a review of the recoverable amounts of hotels in France for €(1) million and in South America for €(1) million. Goodwill allocated to the hotels concerned has been written down in full. At June 30, 2014, impairment losses were recognized following a review of the recoverable amounts of hotels in France for €(1) million and in Germany for €(1) million.

The probability of the EBITDA of all the hotels in a given CGU being affected to the same extent and at the same time by changing macro-economic conditions is extremely remote, with the result that an overall sensitivity analysis would not provide useful insight. This is because the hotels' performance depends above all on their geographic location and specific business environment. However, if the carrying amount of certain hotels was found to be sensitive to changes in macro-economic factors, a sensitivity analysis would be provided for the hotels concerned.

Tangible assets:

In millions of euros France Europe
(excl. France/
Méditerranean)
Mediterranean,
Middle East and
Africa
Asia Pacific Americas Worldwide
Structures
Total
June 2015 (16) (7) (1) (3) (6) - (33)
June 2014 (7) (7) (2) (6) (0) - (22)

At June 30, 2015, impairment losses on property, plant and equipment concerned 105 hotels for €(33) million. No impairment losses were reversed.

At June 30, 2014, impairment losses on property, plant and equipment concerned 85 hotels for €(20) million. No impairment losses were reversed.

B. HotelServices

For the HotelServices business, as no indicator of impairment has been identified, impairment tests will be carried out in 2015 second half of the year.

Note 9. Restructuring Costs

Restructuring costs correspond mainly to the costs linked to the reorganisation of the Group. They can be analysed as follows:

In millions of euros June 2014 June 2015
Movements in restructuring provisions 36 11
Restructuring costs (42) (15)
Total restructuring costs (6) (5)

Restructuring costs correspond mainly to the costs linked to the reorganization of the Group.

Note 10. Gains and Losses on Management of Hotel Properties and Other assets

In millions of euros June 2014 June 2015
Disposal gains and losses 9 (2)
Provision for losses on hotel properties 3 (10)
Total Gains and Losses on Management of Hotel properties 12 (12)
Disposal gains and losses (16) (13)
Provision movements 44 6
Gains and losses on non-recurring transactions (81) (12)
Total Gains and Losses on Management of Other Assets (53) (19)

At June 30, 2015, gains and losses on the management of hotel portfolios include €(7) million in costs related to the renegotiation of a management contract in Austria,

At June 30, 2015, gains and losses on the management of other assets included:

  • the write-off of leasehold rights in the UK for an amount of €(4) million,
  • provisions for others claims and litigation for an amount of €(6) million.

At June 30, 2014, gains and losses on the management of hotel portfolios included:

  • a net gain of €7 million on the ''Sale & Management Back'' of the Venice MGallery,
  • a net gain of €6 million on the contingent consideration received from the sale of the New York Times Square Novotel in 2012 under a ''Sale & Management Back'' contract and on the compensation for waiving a pre-emptive right owned management contract in connection with the sale of the hotel,
  • a net gain of €5 million on ''Sale and Franchise Back'' transaction on 3 ibis in France,
  • an estimated net loss of €(7) million on the expected termination of the lease of Novotel Firenze.

At June 30, 2014, gains and losses on the management of other assets mainly included €(41) million in costs mostly related to a non-recurring transaction indemnity.

Note 11. Income Tax Expense

For the interim consolidated financial statements, the income tax expense (current and deferred) is calculated by applying the average annual tax rate estimated for the current fiscal year to the operating profit before tax, non-recurring items and share of profit of associates of each entity or tax group for the period. The amount calculated is then adjusted to reflect actual transactions carried out in the first half of the year.

The income tax expense for the first six months of 2015 was €67 million (including €(5) million in tax on non-recurring items) compared with €50 million in the first half of 2014. The first-half 2015 figure corresponds to a current tax rate of 31.5%. This is below the theoretical tax rate of 38% in force in France (ordinary tax rate plus the exceptional contribution of 10.7% applicable since 2013), due to the fact that the results of certain international subsidiaries are taxed at a lower rate.

Note 12. Goodwill

Changes in the carrying amount of goodwill over the period were as follows:

In millions of euros

Net carrying amount at 1st January 701
Goodwill recognized on acquisitions for the period and other increases (a) 6
Disposals (2)
Impairment losses Note 8 (2)
Translation adjustment (b) 7
Reclassifications to Property, Plant and Equipment -
Reclassifications to Assets held for sale Note 18 (4)
Other reclassifications and movements (2)
Net carrying amount at end of period 704

(a) In 2015, AccorHotels bought Fastbooking, generating a provisional goodwill of €5.8 million (see note 3).

(b) This variation is due to the appreciation of the Australian and American dollars.

Note 13. Intangible Assets

Changes in the carrying amount of intangible assets over the period were as follows:

In millions of euros

Carrying amount at 1st January 283
Acquisitions 14
Internally-generated assets 12
Intangible assets acquired 0
Amortization for the period (18)
Impairment losses for the period (0)
Disposals of the period (4)
Translation adjustment 6
Reclassification to Assets held for sale (see note 18) (5)
Carrying amount at end of period 288

Changes during the period mainly result of €5 million.

Note 14. Property, plant and Equipment

Changes in the carrying amount of property, plant and equipment during the period were as follows:

In millions of euros

Net carrying amount at beginning of periodst January 3,157
Acquisitions 0
Capital expenditure (1) 108
Depreciation for the period (151)
Impairment losses for the period recognized in impairment losses or in net loss from discontinued
operations
(2) (33)
Translation adjustments 68
Disposals for the period (3) (27)
Reclassifications to Assets held for sale (see note 18) (17)
Net carrying amount at end of period 3,107

Changes during the period mainly result of € (50) millions.

  • (1) In first-half 2015, capital expenditure included refurbishment work for €51 million (mostly in France) as well as new buildings for €57 million (mainly in the United Kingdom, Germany and France).
  • (2) Impairment losses primarily concerned France (€16 million).
  • (3) Disposals during the six months ended June 30, 2015 mainly related to Colombia (€19 million).

Note 15. Investments in Associates

Changes in investments in associates and joint ventures were as follows:

In millions of euros

Carrying amount of investments in associates at 1st January 324
Investments in associates in net profit for the period 8
Dividends paid (9)
Impairment losses -
Changes in scope of consolidation 2
Translation adjustments 13
Capital increase 12
Others 0
Carrying amount of investments in associates at end of period 350

The year-on-year change primarily includes €12 million in capital increases related to development projects in India and a €13 million impact from currency effects, of which €9 million concerned the US dollar.

The allocation process for the goodwill related to the equity-accounted shares in Mama Shelter acquired in late 2014 was still ongoing at June 30, 2015.

Note 16. Shareholders' Equity

Note 16.1 Changes in share capital

At June 30, 2015, the number of outstanding shares and the number of potential shares that could be issued break down as follows:

Number of issued shares at January 1, 2015 231,836,399
Performance shares granted 233,245
Shares issued on exercise of stock options 1,832,194
Shares issued in payment of dividends 1,369,477
Number of issued shares at June 30, 2015 235,271,315
Stock option plans 2,499,221
Performance shares plans 1,053,941
Potential number of shares 238,824,477

Note 16.2 Diluted earnings per share

At June 30, 2015, the average number of ordinary shares before and after dilution is presented as follows:

Outstanding shares at June 30, 2015 235,271,315
Effect of share issues on the weighted average number of shares (124,893)
Adjustment for stock option plans exercised during the period (553,521)
Effect of stock dividends on weighted average number of shares (1,142,492)
Weighted average number of ordinary shares during the period 233,450,409

Diluted earnings per share were therefore calculated as follows:

In millions of euros June 2015
Net profit, Group share (continuing and discontinued operations) 54 91
Hybrid capital dividend payment - (37)
Adjusted Net profit, Group share 54 53
Weighted average number of ordinary shares (in thousands) 228,952 233,450
Number of shares resulting from the exercise of stock options (in thousands) 1,350 1,258
Number of shares resulting from performance shares grants (in thousands) 260 507
Fully diluted weighted average number of shares (in thousands) 230,562 235,216
Earnings per share (in euros) 0.24 0.23
Diluted earnings per share (in euros) 0.23 0.23

Note 16.3 Exchange differences on translating foreign operations

Exchange differences on translating foreign operations between December 31, 2014 and June 30, 2015, representing a positive impact of €81 million, mainly concern changes in exchange rates against the euro of the US Dollar (€53 million positive impact), the Pound Sterling (€29 million positive impact), the Swiss Franc (€11 million positive impact), the Brazilian Real (€16 million negative impact) and the Chinese Yuan (€10 million negative impact).

Note 16.4 Payment of dividends

The 2013 and 2014 dividends were as follows:

In euros 2013 2014
Dividend per Share 0.80 0.95

Part of the 2013 dividend was paid in cash and part in stock.

Note 16.5. Share-based payments

PERFORMANCE SHARE PLAN

On June 16, 2015, Accor granted 480,090 performance shares to senior executives and certain employees. Of these:

  • 153,800 have a four-year graded vesting period, with no subsequent lock-up period, and are subject to four vesting conditions.
  • 326,290 have a four-year graded vesting period, with no subsequent lock-up period, and are subject to two vesting conditions.

The four-year graded vesting period breaks down as follows:

  • An initial two-year vesting period at the end of which 50% of the grantees' entitlement vests provided they are still members of the Company at that date and that the applicable performance conditions have been met.
  • A second vesting period, corresponding to the third year, at the end of which a further 25% of the grantees' entitlement vests, provided the applicable performance conditions have been met.
  • A third vesting period, corresponding to the fourth year, at the end of which the final 25% of the grantees' entitlement vests, provided the applicable performance conditions have been met.

The performance shares are subject to vesting conditions based on EBIT margin, operating cash flow from operating activities, completion of planned asset disposals and an external vesting condition for 2015, 2016, 2017 and 2018. Targets have been set for annual growth in relation to the budget over the four years, with interim milestones, and a certain percentage of the shares vest each year as each milestone is met.

The cost of the performance share plan – corresponding to the fair value of the share grants – amounted to €19.6 million at June 16, 2015 and is being recognized over the vesting period using an accelerated recognition method (in light of the graded vesting period) under "Employee benefits expense" with a corresponding adjustment to equity. The fair value of the share grants was measured as the Accor opening share price on the grant date less the present value of unpaid dividends multiplied by the number of shares granted under the plan.

Plan costs recognized in first-half 2015 amounted to €0.3 million.

COST OF SHARE-BASED PAYMENTS RECOGNIZED IN THE ACCOUNTS

The total cost recognized in profit or loss by adjusting equity in respect of share-based payments amounted to €5.6 million at June 30, 2015 when it amounted to €4.4 million at June 30, 2014.

Note 17. Financial Debt and Instruments

Note 17.1. Long and Short-term debt

Long and short-term debt at June 30, 2015 breaks down as follows by currency and interest rate after hedging transactions:

In millions of euros Dec. 2014 Effective rate
Dec. 2014
%
June 2015 Effective rate
June 2015
%
EUR 2,382 3.11 2,395 2.98
CHF 197 1.74 220 1.73
PLN - 0.00 114 2.69
JPY 29 0.11 31 0.10
CNY 21 3.42 20 3.08
MUR 26 7.68 25 7.68
COP 15 9.63 5 10.40
Other currencies 61 5.25 42 6.64
Long and short-term borrowings 2,731 3.11 2,852 2.95
Long and short-term finance lease liabilities 72 65
Purchase commitments 11 11
Liability derivatives - 10
Other short-term financial liabilities and bank overdrafts 52 33
Long and short-term debt 2,866 2,971

At June 30, 2015, maturities of debt were as follows:

In millions of euros Dec. 2014 June 2015
Year N + 1 82 83
Year N + 2 20 707
Year N + 3 965 267
Year N + 4 31 618
Year N + 5 614 90
Year N + 6 12 940
Beyond 1,142 266
Total Long and short-term debt 2,866 2,971

This analysis of debt by maturity over the long-term is considered as providing the most meaningful liquidity indicator. In the above presentation, all derivatives are classified as short-term. Borrowings and short-term investments denominated in foreign currencies have been translated into euros at the rate on the closure date.

On June 30, 2015, unused long-term committed line is amounting to €1,800 million, expiring in June 2019.

Note 17.2. Financial instruments

The carrying amount and fair value of financial instruments at June 30, 2015 are as follows:

In millions of euros December 31, 2014
Carrying amount
June 2015
Carrying Amount
June 2015
Fair value
FINANCIAL LIABILITIES 2,866 2,971 3,050
(1)
Bonds
2,625 2,717 2,796
Bank borrowings 92 124 124
Finance lease liabilities 72 65 65
Other financial liabilities 77 55 55
(2)
Derivative instruments - liabilities
- 10 10
FINANCIAL ASSETS (2,707) (2,853) (2,854)
Money market securities (2,549) (2,606) (2,607)
Cash (126) (200) (200)
Other (30) (46) (46)
(2)
Derivative instruments - assets
(2) (1) (1)
NET DEBT 159 118 196

(1) The fair value of listed bonds corresponds to their quoted market value on the Luxembourg Stock Exchange and on Bloomberg on the last day of the period (level 1 valuation technique).

(2) The fair value of forward foreign exchange contracts and interest rate and currency swaps corresponds to the market price that the Group would have to pay or receive to unwind these contracts (level 2 valuation technique).

The carrying amount and fair value of money market securities at June 30, 2015 are as follows:

In millions of euros December 31, 2014
Carrying amount
June 30, 2015
Carrying amount
June 30, 2015
Fair value
Other negotiable debt securities
Mutual funds units convertible into cash in less than three
(a) (1,701) (1,531) (1,531)
months (*) (b) (831) (1,066) (1,067)
Other (accrued interest) (17) (10) (10)
Total money market securities (2,549) (2,606) (2,607)

(*) The fair value of mutual fund units corresponds to their net asset value (level 1 valuation technique according to IFRS 13).

  • (a) Loans and receivables issued by the Group
  • (b) Available-for-sale financial assets

No assets were transferred between fair value measurements levels during the periods presented.

Note 18. Assets and Liabilities Held for Sale

Assets and Liabilities held for sale break down as follows:

In millions of euros Dec. 2014 June 2015
Disposal Group to be sold in China (a) 49 50
Disposal Group to be sold in Germany (b) - 88
Disposal Group to be sold in France (c) - 11
Total Disposals groups classified as held for sale (share deals) 49 148
Onboard Train Services business 14 13
Hotels to be sold in the Netherlands (b) 81 81
Hotels to be sold in Germany (b) 125 42
Hotels to be sold in Canada (d) 10 10
Hotels to be sold in China (a) 7 5
Hotels to be sold in Poland 3 5
Hotels to be sold in France (c) 1 4
Hotels to be sold in the United Kingdom (e) 29 2
Hotels to be sold in Switzerland (f) 25 -
Other 3 5
Non-current assets classified as held for sale (asset deals) 284 154
Total Assets classified as Assets held for sale 347 315
Onboard Train Service business (9) (9)
Liabilities related to Disposal groups classified as held for sale (11) (13)
Total Liabilities classified as Liabilities associated with assets classified as held for
sale
(20) (22)

In accordance with IFRS 5, these assets are reclassified in the statement of financial position under "Assets held for sale" and measured at the lower of their carrying amount and fair value less costs to sell.

  • (a) In 2014, in connection with its partnership with Huazhu, the Group decided to sell twelve Ibis hotels in China (see Note 3). These hotels have been classified as assets held for sale and their carrying amount was €46 million at June 30, 2015. The sales are planned for the second half of 2015.
  • (b) At June 30, 2015, twenty-seven hotels that the Group acquired when it purchased the Moor Park portfolio were reclassified as assets held for sale. Their total carrying amount at that date was €204 million, of which €128 million related to seventeen hotels in Germany and €76 million to ten hotels in the Netherlands. Twelve of the seventeen hotels in Germany have been reclassified together as a disposal group with a total carrying amount of €88 million. At December 31, 2014, all of the assets related to the Moor Park transaction had been reclassified as non-current assets held for sale with no distinction made between disposal groups and individual assets held for sale. The sale of all of these assets is planned for September 2015.
  • (c) At June 30, 2015, a hotel acquired by the Group when it purchased the Graff portfolio was reclassified as a disposal group, with a total carrying amount of €11 million. Five other hotels from this portfolio with a carrying amount of €4 million have been classified as assets held for sale in France.

  • (d) In 2012, the Group agreed to sell the Mississauga Novotel in Canada. This hotel is classified in « Assets held for sale » for a carrying amount of €10 million at June 30, 2015. The Group intends to sell this hotel in the third quarter of 2015.

  • (e) In 2014, the Group decided to sell eight hotels acquired by the Group when it purchased the Tritax portfolio. Six of these hotels were sold during the first half of 2015. The remaining two – with a carrying amount of €2 million – were still classified as assets held for sale at end-June, 2015. The ibis Dublin is also classified as assets held for sale. These 3 hotels will be sold during the second half of 2015.
  • (f) At December 31, 2014, one hotel included in the Axa Real Estate portfolio was reclassified as « Assets held for sale » for a carrying amount of €25 million. This hotel was sold on April 14, 2015.

Note 19. Provisions

Post-employment and other long-term employee benefits

The post-employment and other long-term employee benefit obligation recognized at June 30, 2015 was calculated by projecting the December 31, 2014 obligation over a six-month period, taking into account any benefits paid and any changes to plan assets. In the event of significant changes to certain parameters, such as the discount rate, the actuarial assumptions used to calculate employee benefit obligations for interim accounts may differ from those used for the annual financial statements.

At June 30, 2015, provisions for pensions were adjusted, with a corresponding adjustment to equity, as a result of (i) a change in the discount rate applied in Switzerland, and (ii) the new contribution structure for pensions under certain defined benefit plans for the Worldwide Structures in France.

Changes in provisions

Movements in long-term and short-term provisions between December 31, 2014 and June 30, 2015 can be analyzed as follows:

In millions of euros Dec. 2014 Equity
impact
Increases Utilizations Reversals
of unused
provisions
Translation
adjustment
Reclassification
s and changes
in scope
June 2015
Provisions for pensions 103 8 5 (2) (0) 0 0 114
Provisions for loyalty bonuses 20 - 1 (1) (0) 0 (0) 20
Provisions for claims and other contingencies 10 - 0 (0) (0) 0 (0) 10
-
TOTAL LONG-TERM PROVISIONS
133 8 7 (4) (0) 1 0 145
Tax provisions 41 - 0 (1) (1) (0) (0) 40
Restructuring provisions 21 - 1 (10) (1) 0 0 11
Provisions for claims and other contingencies 110 - 18 (8) (5) (0) 1 115
TOTAL SHORT-TERM PROVISIONS 172 0 19 (19) (6) 0 0 165

Note 20. Reconciliation of Funds from Operations

In millions of euros June 2014 June 2015
Net Profit, Group share 56 91
Minority interests 7 11
Depreciation, amortization and provision expenses 157 176
Share of profit of associates, net of dividends received 3 1
Deferred tax (20) (5)
Change in financial provisions and provisions for losses on assets disposals (81) (2)
Impairment losses 25 35
Funds from operations from discontinued operations (2) (1)
Funds From Operations including non-recurring transactions 145 307
(Gains)/Losses on disposals of assets, net 7 15
(Gains)/Losses on non-recurring transactions (included restructuring costs and exceptional
taxes)
137 45
Non-recurring items from discontinued activities 0 0
Funds From Operations excluding non-recurring transactions 289 366

Note 21. Change in Working Capital

The variation in Working Capital can be analyzed as follows:

In millions of euros Dec. 2014 June 2015 Variation
Inventories 28 33 5
Trade receivables 417 483 66
Other receivables and accruals 461 451 (10)
WORKING CAPITAL ITEMS - Assets 906 967 60
Trade payables 690 666 (24)
Other payables 963 1,020 57
WORKING CAPITAL ITEMS - Liabilities 1,652 1,686 33
WORKING CAPITAL 746 719 (27)

The change in working capital related chiefly to operating activities in the amount of €(44) million and translation adjustments in the amount of €13 million.

Note 22. Renovation and maintenance Expenditure and Development Expenditure

In millions of euros June 2014 June 2015
HOTELSERVICES
HOTELINVEST
13
46
15
47
CORPORATE & INTERCOS 2 2
Renovation and maintenance expenditure 61 64

Renovation and Maintenance Expenditure

Development expenditure excluding discontinued operations

In millions of euros June 2014 June 2015
HOTELSERVICES 15 17
HOTELINVEST 989 101
CORPORATE & INTERCOS (20) 0
Development expenditure 984 118

At June 30, 2015, most important development expenditure of HotelInvest concern:

  • €12 million related to financing development projects in India through equity-accounted companies,
  • €11 million related to the development of London Canary Wharf Novotel,
  • €10 million related to the development of München Arnulfstrasse ibis and Novotel.

At June 30, 2014, most important development expenditure of HotelInvest concerned:

  • €721 million related to the acquisition of an 86-hotel portfolio from Moor Park,
  • €179 million related to the acquisition of an 11-hotel portfolio from Axa Real Estate.

Note 23. Claims, litigation and Off-Balance Sheet Commitments

Note 23.1. Claims and litigation

There was no significant change as regards litigation in which the Group is involved during the first half of 2015.

Note 23.2. Off Balance Sheet Commitments

The main changes in commitments related to purchases or disposals of shares are presented in the note on significant events.

Off-balance sheet commitments given by the Group increased by €143 million during the first half of 2015. The change, by type, breaks down as follows:

In millions of euros

Off-Balance Sheet Commitments at December 31, 2014 466
Security interests given on assets
(1)
83
Capex Commitments
(2)
74
Purchase commitments (13)
Loan guarantees given (4)
Commitments given in the normal course of business 3
Off-Balance Sheet Commitments at June 30, 2015 609
  • (1) Change in commitments decreasing the liquidity of assets consists primarily of mortgages.
  • a. As part of the bond issue carried out in Poland, a €54 million mortgage was given to the bank involved. This mortgage covers the book value of two hotels: Novotel Warszawa Centrum and Mercure Warszawa Centrum.
  • b. A bank credit facilty agreement has been signed in connection with the sale to Orbis of AccorHotels' operations in Central Europe. A €45 million mortgage was given to the bank as collateral for this facility, covering the book value of two hotels: Mercure Warsawa Grand and Sofitel Warszaw Victoria.
  • c. Discharge of mortgages on the Ibis Bogota and Medellin in Colombia in the amount of €19 million following the sale of these two hotels during the period
  • (2) The change in work commitments is as follows:
  • a. New commitments for the construction of the elevators, structure and facade of the Novotel Canary Wharf: €43 million. The work started in the first half of 2015
  • b. New security given by Accor SA to SCI Tours and Orly guaranteeing payment of the sums due to property developer Bouygues Bâtiment for the construction of the Coeur d'Orly hotel complex: €32 million
  • c. New guarantee given in Poland as part of the construction of the Krakow Mercure, Gdansk Ibis and Gydnia Orbis hotels: €16 million
  • d. Fulfilment of the commitment to build the Arnulfstrasse Ibis and Novotel in Germany following the completion of works: €12 million

Off-balance sheet commitments received are comparable in type and amount with those disclosed in the notes to the consolidated financial statements for the year ended December 31, 2014.

Note 24. Related Party Transactions

The main related parties are equity associates, Executive Committee members and members of the Board of Directors.

During the first half of 2015, there was no significant change in the type of transactions with related parties compared with the year ended December 31, 2014.

Note 25. Subsequent Events

AccorHotels group affirms its leadership in Africa through the signature of 50 hotel management contracts

On July 3, 2015, AccorHotels sealed an exclusive partnership with the major Angolan company AAA ACTIVOS LDA, to open 50 hotels (more than 6,200 rooms) in Angola between 2015 and 2017.

Over the next two years, 50 hotels will be opened in strategic locations, such as in Luanda, the Angola capital, and the 17 capitals of province: 6 hotels in 2015, 22 in 2016 and 22 in 2017. 27 hotels will be operated under the banner of the economic ibis Styles brand, 22 under that of the midscale Mercure brand, and 1 under the luxury Sofitel brand.

Accorhotels moves its headquarters to Issy-les-Moulineaux

On July 16, 2015, AccorHotels signed a lease agreement with a view to moving its headquarters to Issy-les-Moulineaux, in the first half of 2016. This commitment did not have any impact on the financial statements for the period ended June 30, 2015.

Auditors' Report on the Interim Financial Information

Auditors' Report on the Interim Financial Information

ERNST & YOUNG et Autres DELOITTE & ASSOCIES

1/2, place des Saisons 185, avenue Charles-de-Gaulle 92400 Courbevoie - Paris-La Défense 92524 Neuilly-sur-Seine Cedex

ACCOR

Société Anonyme 110, avenue de France

75013 Paris

STATUTORY AUDITORS' REVIEW REPORT ON THE 2015 HALF-YEAR FINANCIAL INFORMATION

(Six months ended June 30, 2015)

This is a free translation into English of the Statutory Auditors' review report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In compliance with the assignment entrusted to us by your Shareholders' Annual General Meeting and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:

  • the review of the accompanying condensed half-year consolidated financial statements of Accor, for the six months ended June 30, 2015 ;
  • the verification of the information contained in the half-year management report.

These condensed half-year consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

1. Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of half-year financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-year consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.

2. Specific verification

We have also verified the information given in the half-year management report on the condensed half-year consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the condensed halfyear consolidated financial statements.

Paris-La Défense and Neuilly-sur-Seine, July 30, 2015

The Statutory Auditors

French original signed by

ERNST & YOUNG et Autres DELOITTE & ASSOCIES

Jacques PIERRES Pascale CHASTAING-DOBLIN

Statement by the Person Responsible for the Interim Financial Report

Statement by the Person Responsible for the 2015 Interim Financial Report

I hereby declare that, to the best of my knowledge, the condensed consolidated financial statements for the first half of 2015 have been prepared in accordance with generally accepted accounting principles and give a true and fair view of the assets, liabilities, financial position and results of all the companies included in the scope of consolidation taken as a whole and that the interim management report includes a fair review of the material events that occurred in the first six months of the financial year and their impact on the interim financial statements, as well as a description of the main relatedparty transactions and of the principal risks and uncertainties for the remaining six months of the year.

Paris - July 30, 2015

Sébastien Bazin Chairman and Chief Executive Officer